UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on April 6, 2026, Newton Golf Company, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital Market (the “Stockholders’ Equity Requirement”). The Company subsequently submitted materials to the Staff on May 21, 2026 and August 20, 2026 describing its plan to regain compliance with the Stockholders’ Equity Requirement (the “Materials”).
On October 6, 2026, the Company received a letter from the Staff (the “Staff Determination”) notifying the Company that, because the Company has not completed the remedial actions described in the Materials, the Staff has determined that the Company has not demonstrated compliance with the Stockholders’ Equity Requirement. As a result, unless the Company requests an appeal of the Staff Determination by October 13, 2026, trading of the Company’s common stock will be suspended at the opening of business on October 15, 2026, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq.
The Company intends to timely request a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal the Staff Determination. A hearing request will stay the suspension of the Company’s common stock and the filing of the Form 25-NSE pending the Panel’s decision. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance with the Stockholders’ Equity Requirement or maintain compliance with any other Nasdaq listing requirement.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or the future financial performance of the Company and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.
In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “projects,” “potential,” “continues,” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding the Company’s intention to request a hearing before the Panel, the outcome of any such hearing, and the Company’s ability to regain compliance with the Stockholders’ Equity Requirement and maintain the listing of its common stock on Nasdaq.
These forward-looking statements reflect the Company’s current expectations and projections based on information available as of the date of this Current Report on Form 8-K and are subject to a number of risks and uncertainties, including, but not limited to, the risk that the Panel does not grant the Company’s request for continued listing; the Company’s inability to complete the remedial actions necessary to demonstrate compliance with the Stockholders’ Equity Requirement; general economic, financial, and business conditions; changes in consumer demand and industry trends; the Company’s ability to successfully implement its strategic initiatives; competition in the golf equipment market; supply chain disruptions; regulatory compliance and legal proceedings; and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.
The Company cautions investors that forward-looking statements are not guarantees of future performance and actual results may differ materially from those projected. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 13, 2026 | NEWTON GOLF COMPANY, INC. | |
| By: | /s/ Jeff Clayborne | |
| Jeff Clayborne | ||
| Chief Financial Officer and Chief Operating Officer | ||